Sample Company Valuation Opinion

BUSINESS VALUATION AS OF DECEMBER 31, 2008

BAYOU STORAGE AND FORWARDING, LLC

1

PURPOSE OF VALUATION & STANDARD OF VALUE

We understand that you require the determination of the fair market value of Bayou Storage and Forwarding

LLSs common shares. The most commonly used definition of fair market value is located in IRS Revenue Ruling 59-60. This revenue ruling defines fair market value as:

..the price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is

not under any compulsion to sell, both parties having reasonable knowledge of

relevant facts. Court decisions frequently state in addition that the hypothetical

buyer and seller are assumed to be able, as well as willing, to trade and to be well

informed about the property and concerning the market for such property.

This definition of fair market value is the most widely used in valuation practice. Also implied in this definition is

that the value is to be stated in cash or cash equivalents and that the property would have been exposed on the

open market for a period long enough to allow the market forces to interact to establish the value.

We considered, among other factors, all elements listed in Revenue Ruling 59-60, which provides guidelines for

the valuation of closely held stocks. Revenue Ruling 59-60 states that all relevant factors should be taken into

consideration, including the following:

The nature of the business and the history of the enterprise from its inception.

The economic outlook in general and the condition and outlook of the specific industry in particular.

The book value of the stock and financial condition of the business.

The earning capacity of the company.

The dividend-paying capacity of the company.

Whether or not the enterprise has goodwill or other intangible value.

Sales of the stock and the size of the block of stock to be valued.

The market price of stocks of corporations engaged in the same or similar line of business having their

stock actively traded in a free and open market either on an exchange or over the counter.

Asset-Based Approaches. Asset based approaches consider the net value of assets in place as of the valuation

date. These techniques include liquidation value, calculated simply as assets minus liabilities, and net asset value,

under which the book value of assets are adjusted to reflect their fair market value. The former method is not

typically applicable in the valuation of a going concern, and serves as an indication of minimum value. Both of these

methods are limited in that they do not consider a companys future earnings capacity.

Market-Based Approaches. Market-based approaches assess the relative valuations of comparable companies

in both the capital markets and in past M&A transactions. These approaches include the public comparable and

precedent transactions techniques. The former implies that the relative prices of publicly traded stocks in the same

or similar markets provide an indication of the subject companys relative value. The precedent transactions method price is based on the premise that the price paid for a similar company provides objective evidence of the

subject company's value.

Income Approaches. Income approaches are used to determine the value of an enterprise based on its earnings

or cash flow generating abilities. Therefore, there is a relationship between the value of the enterprise and the

earnings or cash flow it produces. The methods that are used in the income approach are known as capitalized

returns methods and discounted future returns methods. These techniques are applicable only when future cash

flows or net earnings are estimated as positive there is a reasonable likelihood that future operations will continue

at a predictable rate.

VALUATION METHODOLOGIES

A company can be valued on two fundamental bases: (1) as a going concern and (2) as if in liquidation. When

appraising a minority interest, the premise of value that actually exists as of the valuation date is normally adopted.

Accordingly, the premise of value in this appraisal is going concern value. Going concern value assumes that the

company will continue in business and looks to the enterprises earning power and cash generation capabilities as

indicators of its fair market value.

All valuation methods attempt to determine the fair market value of an entity by simulating a hypothetical market

transaction. The methods are categorized within three distinct, but related methodologies: 1) asset approaches, 2)

income approaches, 3) and market approaches. Within each of these approaches are many acceptable valuation

methods available for use by the appraiser. An appraiser should test as many methods as may be applicable to the

facts and circumstances of the entity being appraised, and make an informed judgment as to how he or she may

reconcile these various values in deriving a final estimate of value.

ASSET-BASED METHODS

Net Asset Value Analysis

MARKET-BASED METHODS

Public Comparables Analysis Precedent Transactions Analysis

INCOME-BASED METHODS

Discounted Cash Flow Analysis

ESTIMATED FAIR

MARKET VALUE

NORMALIZATION ADJUSTMENTS

In order to more accurately analyze the Companys financial performance as part of the approaches discussed in the this report, we adjusted the financial statements to remove the effects of unusual accounting treatments,

non-recurring events and discretionary items. Performing these adjustments helps present a clearer picture of

the firms operating performance, which is what a potential acquirer would assess in the event of a transaction. We made the following normalization adjustments in our analysis.

Balance Sheet. As of June 30, 2008, the Company had approximately $26.1 million in debt on its balance sheet from financing construction of the Jacksonville Silo facility. Under a contract agreement with the

Company, Kraft Foods, Inc. pays Bayou a fixed charge equal to its required interest and principal repayments

for this debt. Because the Company is not paying down this debt with its own free cash flow, and because

this large debt balance could materially affect the determination of equity value, we normalized Bayous balance sheets to remove the acquisition debt and related assets. We also adjusted revenue to exclude the

fixed charge. While this adjustment causes EBITDA to fall sharply, we believe that it creates a more accurate

image of the Companys operating performance.

Management Salaries. We normalized EBITDA to add back officers salary in excess of normal market salary.

I. EXECUTIVE SUMMARY

OVERVIEW OF RESULTS

We analyzed the financial results of each of the companys operating entities and arrived at fair market values for the Company under several fundamental valuation techniques. Our results are summarized below:

In light of our analysis and the facts available to it, and based on generally accepted valuation procedures and

practices, it is our opinion that equity value on a noncontrolling basis is $8,952,000 as of September 30, 2008.

This implies a value of $2,984,000 for a 33.3% share of the Company.

Value on Controlling Basis 15,509,000

Discount for Lack of Control: 17.5%

Value on Noncontrolling Basis 12,789,000

Discount for Lack of Marketability 30.0%

Value on Noncontrolling, Nonmarketable Basis 8,952,000

Value of 33.3% Interest 2,984,000

II. BUSINESS OVERVIEW

OVERVIEW

Founded in 1936, Bayou, LLC (or the Company) is a large regional warehousing, trucking and logistics

company headquartered in New Orleans, LA. The Company has developed a strong reputation for its

imported and exported commodities handling capabilities, and specializes in the warehousing, handling and

processing of green (or raw) coffee. The Company is a Louisiana C-corporation and has 113 employees, and

is owned by its officers. These principals and their respective shares of the Company are listed below.

The Company operates in three states. In New Orleans, LA, it provides over a million square feet of storage

space, operates a local and over-the-road trucking fleet and runs the nations first green coffee silo operation.

It also manages New Orleans Customs Examination Station for specific goods arriving at the port under a

contract with U.S. Customs and Border Protection. In Jacksonville, FL, the Company owns and operates a

state-of-the-art silo facility, providing storage and specialized processing services exclusively to Maxwell

Houses local plant through a subsidiary, Bayou Silo, LLC. In 2007, the Company initiated storage operations

in Houston through subsidiary Bayou Houston, LLC. This segment is expected to grow rapidly and comprise

an increasing proportion of total revenue going forward. Bayous presence extends to Miami, FL as well,

where it holds a 50.0% interest in Miami Storage, LLC, a warehouse facility dedicated primarily to green

coffee storage. The Companys recent expansion to Houston and Miami reflects a strategic effort by

management to enter new markets, diversify its activities and reduce revenue concentration in its New

Orleans operations.

Officer Ownership (%)

Allen B. Colley, President 33.3%

Kevin D. Colley, Vice President 33.3%

Christopher B. Colley, Treasurer 33.3%

Management and Ownership

Forecast Financial Performance

11.8

13.8

15.7

17.4

18.7

19.9

0.9 1.8 2.7

3.5 3.7 3.8

-

5.0%

10.0%

15.0%

20.0%

25.0%

0.0

4.0

8.0

12.0

16.0

20.0

24.0

2008A 2009E 2010E 2011E 2012E 2013E

Norm. EBITDA Margin (%)

Revenue and Norm. EBTDA ($mm)

Total Revenue Normalized EBITDA Normalized EBITDA Margin

Recurring revenue. The Company

generates a stream of guaranteed

revenue from Kraft Foods, Inc., and is

successfully restoring New Orleans

revenue to historical levels.

Facilities and Infrastructure. The

Company owns over a million square

feet of facilities space in New Orleans,

and leases over 170,000 square feet in

Houston. Based on our understanding

of company facilities, Bayou has the

infrastructure in place to support

significantly more revenue.

Market leadership. Bayou commands

at least a 20.0% coffee market share in

all four major Southeastern U.S. ports.

Since its establishment in 2006, the

Jacksonville operation has managed to

capture 85.0% of the total available

market in that city.

Customers, pipeline and visibility.

Bayou has a strong customer roster of

coffee industry leaders, and is

expanding its pipeline to customers in

other industries. Moreover, the

contractual nature of most of its

revenue provides a large degree of

visibility.

Experienced management team. No

member of the Companys executive

team has contributed less than 30

years experience to the Company. Through this experience, management

has a unique understanding of the its

customers requirements and of the competitive dynamics prevailing in the

market.

VALUE DRIVERS

A qualitative assessment of a companys value drivers and overall risk profile is an integral part of business valuation. Significant value drivers, based on our analysis and discussions with management, are summarized

below.

Strengths Challenges

Opportunities

Regional concentration. 45.6% of

Bayous total revenue derives from its

New Orleans operations. This

represents a risk to the company, given

the impact that events such as

Hurricane Katrina have historically had

on New Orleans businesses.

Customer concentration. 48.6% of the

Companys total revenue is contributed

by Kraft Foods at the Jacksonville

location.

Industry concentration. The coffee

industry delivers a significant

percentage of Bayous total revenue.

Adverse developments in the coffee

industry could negatively impact

financial results.

New regional markets. Management

has demonstrated its ability to

outmaneuver the Companys competitors and claim market share in

unfamiliar geographic markets. Going

forward, Bayou is expected to increase

its share of the Houston and Miami

coffee markets.

New commodity markets. The

Company is positioned to capture share

in new commodity markets. In

particular, Bayou is seeing an

increasing stake in the non-ferrous

metals storage market.

Scope for margin improvement. The

Company has a considerable degree of

operating leverage. Also costs as a

percentage of revenue have been much

lower historically. Continuing its

recovery from Hurricane Katrina, Bayou

is expected to unlock significant value

through EBITDA margin increases

going forward.

III. ECONOMIC AND MARKET ANALYSIS

MARKET OVERVIEW

The warehousing and storage markets are volume-driven, in that a companys revenue is dependent on the volume

of the goods being stored. Business reflects pricing and demand for the underlying product in storage.

A significant percentage of the Companys revenue derives from green coffee storage, loading and related

services. Its revenue and that of its direct competitors is materially affected by the performance of the coffee

industry and overall demand for coffee in the United States.

Increasing consolidation in the coffee industry is making contractual arrangements with large coffee makers a very

important determinant in companies success. The market for coffee storage is also driven by location and

reputation. Warehousing and processing facilities are necessarily located at ports, which offer coffee manufacturers

access to both raw materials and large coffee drinking markets. Success in Bayous market requires significant

operations at port sites and a strong track record at these locations. Because coffee storage alone is a relatively

homogenous activity across industry participants, differentiation in Bayous market is difficult. Competitive

advantages can be established through technologically advanced facilities, value-added service offerings and

advanced knowledge of both coffee manufacturer and port authority requirements. Barriers to entry include

difficulties establishing high-volume contractual arrangements with coffee industry leaders and attaining port

authority contracts. Moreover, scale is another major barrier, meaning that new entrants must have a large amount

of warehouse space and coffee processing infrastructure in place for a top coffee maker to even consider doing

business.

Like Bayou, its competitors are engaged in the storage of commodities and other goods. The Companys key

competitors and coffee market share by port are given below

Principal Competitors

Port Cargo Service

Silocaf (Pacorini)

TCI Trucking and Warehousing Services

The Kearney Companies

Gulf Winds International

Cadeco

H&M Warehouse

Econocaribe

Miami International Warehouse

Bayous Estimated Coffee Market Share by Port

Share (%)

New Orleans 20.0%

Miami 40.0%

Jacksonville 85.0%

Houston 25.0%

Port

THE U.S. COFFEE INDUSTRY

Importing approximately 20.0 million bags of coffee annually (25.0% percent of the worlds total coffee exports), the U.S. is both the largest coffee importer and largest coffee consuming nation in the world. In 2009, the U.S. is

expected to import nearly $1.3 billion in coffee products

6.4 6.8 7.0

7.2 7.4 7.6 7.8

8.0 8.2

-8.0%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

2006 2007 2008 2009E 2010E 2011E 2012E 2013E 2014E

Growth (%)Revenue ($B)

Industry Revenue ($B) Growth %

U.S. Coffee Industry Revenue and Revenue Growth (2006-2014E)

Coffee bean prices are a central determinant of industry profits, purchasing volumes and supply levels to

consumers. Bean prices have increased dramatically over the last five years, creating cost pressures and

causing significant industry consolidation. Industry research specialist IBISWorld estimates that the number of

companies in the industry has decreased from approximately 272 in 2004 to 253 in 2008.

These developments have allowed the four leading producers to exert a strong influence on the market. This

year, Sara Lee Corporation, Kraft Foods, Inc., Nestle SA, and the Procter & Gamble Company are expected to

command 61.3% of the domestic market.

Despite these trends, IBISWorld forecasts a 9.4% decrease in coffee bean prices in 2009 and another 9.4% drop

in 2010. These input pricing adjustments, along with the staple nature of the product, are expected to support

industry profitability through the current economic downturn.

74.6

67.6

66.2

64.9

63.6

58.0

60.0

62.0

64.0

66.0

68.0

70.0

72.0

74.0

76.0

2009E 2010E 2011E 2012E 2013E

Cents per Pound

Coffee Bean Price Forecast (2006-2014E)

Source: IBISWorld Research

Source: IBISWorld Research

Source: Brookings Institute, New Orleans Index

Brazil is the worlds largest coffee exporter, and has grown its export market share 47.0 percentage points over the last five years. Columbia is the experiencing more aggressive growth than any other global market,

increasing its market share of exports 70.0 percentage points over the same period. Notably, China has

advanced its export activities 49.0 percentage points over this period.

Concerning Bayou and its competitors, increasing U.S. coffee consumption, decreasing input prices and rapidly

growing South American markets should increase the market size for storage and other volume-based services

to major coffee manufacturers in the Southeast.

NEW ORLEANS LOCAL ECONOMY

Progress continues in New Orleans, three years after Hurricane Katrina. The hard work of rebuilding New

Orleans is still in motion. The mayor has converted the Unified New Orleans Plan into an aggressive short-term

action plan, with investments prioritized to 17 target areas. A new district attorney has been working to reform the

criminal justice system. Along with key business leaders, the city recently announced its financial support to

create a new public-private economic development entity to strengthen the citys recovering economy. The federal government, for its part, has been working closely with city and state leaders to accelerate the spend-

down of federal dollars to repair public infrastructure. Progress in greater New Orleans is also evident in the

numbers. The Brookings Institutes New Orleans Index identifies the following trends:

Greater New Orleans is entering the fourth year of recovery with the vast majority of her pre-storm numbers of people and jobs. By the summer of 2008, New Orleans had recovered 72.0% of its pre-Katrina

households and nearly 90.0% of its sales tax revenue. Similarly, the region as a whole is now home to 87.0%

of pre-storm populations, 86.0% of jobs, and 76.0% of all previous public and private school students.

Population, economic, and housing recovery has continued in the past year, though at a dramatically slower pace. The first two years of post-Katrina recovery was marked by enormous churning in the housing

market and a steady surge in population and jobs. By the third year, stabilization prevailed. Entering the fourth

year, population growth has slowed and appears to be tapering off.

The market in greater New Orleans is shifting geographically. The rapidly growing St. Tammany Parish now has more households, greater sales, tax revenues, and higher home values today than it had before the

storm. Within Orleans Parish, a majority of the citys households now lives in the least flooded planning districts, such as the Uptown, Garden District, Algiers, and other neighborhoods, up from 39 percent before the

storm. Downtown and the French Quarter remain the center for jobs, outpacing employment growth for all

other planning districts.

45.0%

50.0%

55.0%

60.0%

65.0%

70.0%

75.0%

80.0%

85.0%

90.0%

95.0%

Aug

Sep

Oc

t

Nov

Dec

Jan

Feb

Mar

Ap

r

Ma

y

Jun

Jul

Aug

Sep

Oc

t

Nov

Dec

Jan

Feb

Mar

Ap

r

May

Ju

n

Jul

Aug

Sep

Oc

t

Nov

Dec

2006 2007 2008

Year 1 Year 2 Year 3

77.6%

49.5%

85.6%

69.2%

88.1%

73.7%

Orleans

Seven-

Parish

Percent of Pre-Katrina

Households Actively

Receiving Mail

Source: Banc of America Capital Markets, Bureau of Economic Analysis

These indicators also reinforce that major challenges remain. The city may be confronting nearly 65,000 blighted

properties or empty lots. Rising rents, now 46.0% higher than before the storm, threaten the ability of many

essential service workers to afford housing, as wages are not keeping pace. The public service infrastructure in

the city remains thin, especially public transit, which saw ridership grow by 45% in the past year. Finally, the

latest maps from the Army Corps of Engineers suggest that a number of neighborhoods in the city remain at risk

of six to eight feet of flooding from a 1 percent storm, signaling the need to commit to a coastal restoration plan that goes well beyond levees.

With a strong economic base and a highly engaged group of citizens and leaders, the region is poised to tackle

some of the tougher challenges ahead.

THE U.S. ECONOMY

Despite a 2008 marked by low output growth, high price levels and growing unemployment, sentiment regarding

economic improvement is positive. Several macroeconomic developments suggest that we may be working

toward recovery. The index of leading indicators ended a poor 2008 with a December gain. The index fell by the

largest amount over the course of the year since 1990, reflecting increasing money supply and a steep yield

curve. The index of leading indicators ended 2008 with a 0.3% rise in December, well above the -0.2% median

analyst forecast (according to Bloomberg). It was the largest rise in the index in 2008 and the first gain since

June.

7.1

4.8

8.1

5.1

8.6

5.5

3.6 3.7

4.3

6.9

6.3

2.3

3.5

4.1

3.43.2

0.0

1.0

2.0

3.0

4.0

5.0

6.0

7.0

8.0

9.0

10.0

Q1 05 Q2 05 Q3 05 Q4 05 Q1 06 Q2 06 Q3 06 Q4 06 Q1 07 Q2 07 Q3 07 Q4 07 Q1 08 Q2 08 Q3 08 Q4 08

GDP % Change

Historical GDP Growth (Q1 2005 through Q4 2008)

The National Association of Realtors reports that sales of existing homes rebounded strongly in December,

following a large November decline. Furthermore, inventories of existing homes for sale, which have remained

stubbornly high in recent years, plummeted in December. Prices of existing homes continue to decline at a rapid

pace, while existing home sales jumped 6.5% to 4.7 million units in December, well above the 4.4 million median

analyst forecast. This represented the largest monthly increase in almost seven years, following a huge drop in

November. Moreover, the inventory of existing homes for sale dropped 12.3% to its lowest level since January

2007. This is significant because the inventory of homes on the market is necessary to stimulate a recovery in

new home construction.

2008A 2009E 2010E

GDP 1.2 (2.1) 2.6

Unemployment 5.8 8.2 8.2

CPI 3.3 (0.5) 1.3

% Change

Source: Banc of America Capital Markets

Forecast Percent Changes in Key Metrics

Despite these developments, recession is expected to continue until at least mid-year, and economic activity is

likely to reflect expected stimulus efforts by the President and Congress. Banc of America Capital Markets pegs

the expected fiscal package at a minimum of $300 billion (2.5% of GDP) and expects it to draw on the following:

Tax cuts for middle and lower income households.

Further subsidies for distressed homeowners.

Job creation programs.

Block grants to states.

Tax credits for home purchases.

Whether the package adds economic value will be determined by its components as much as its magnitude,

though the press and financial markets will focus primarily on the total size of the package.

IV. FINANCIAL ANALYSIS

Continuing its recovery from Hurricane Katrina, the Company recorded $11.8 million in total 2008 revenue and

posted a 7.5% normalized EBITDA margin. Subsidiary Bayou Silo, LLC has supported the enterprise since

2007, driving the Companys revenue and operating profits. Realignment of the New Orleans business cost structure and the establishment of scale in the Houston business are expected to contribute greatly to EBITDA

going forward, as operating losses decrease and these businesses become profitable over the forecast period.

Historical and forecast performance for each segment are discussed below. We developed our forecasts

through management discussions and our understanding of the economics of the business. Applying scenario

analysis, we assessed future company performance under three operating cases and determined the forecasts

used in this report to have the highest likelihood of realization, given the competitive dynamics of Bayous markets and independent forecasts for its customer industries.

Historical and Forecast Financial Data (000s)

2005A 2006A 2007A 2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Revenue

Dupuy New Orleans 8,800 6,988 4,564 5,371 6,759 8,074 9,195 10,074 10,880 11,424 11,995

Dupuy Silo - 3,698 5,421 5,731 5,900 5,997 6,103 6,196 6,297 6,365 6,437

Dupuy Houston - - 67 684 1,095 1,642 2,135 2,455 2,701 2,917 3,150

Total Revenue 8,800 10,686 10,052 11,787 13,755 15,714 17,433 18,726 19,878 20,706 21,582

Revenue Growth

Dupuy New Orleans (2.6%) (20.6%) (34.7%) 17.7% 25.8% 19.5% 13.9% 9.6% 8.0% 5.0% 5.0%

Dupuy Silo NA NA 46.6% 5.7% 2.9% 1.6% 1.8% 1.5% 1.6% 1.1% 1.1%

Dupuy Houston NA NA NA 925.7% 60.0% 50.0% 30.0% 15.0% 10.0% 8.0% 8.0%

Total (2.6%) 21.4% (5.9%) 17.3% 16.7% 14.2% 10.9% 7.4% 6.2% 4.2% 4.2%

% Total Revenue

Dupuy New Orleans 100.0% 65.4% 45.4% 45.6% 49.1% 51.4% 52.7% 53.8% 54.7% 55.2% 55.6%

Dupuy Silo - 34.6% 53.9% 48.6% 42.9% 38.2% 35.0% 33.1% 31.7% 30.7% 29.8%

Dupuy Houston - - 0.7% 5.8% 8.0% 10.5% 12.2% 13.1% 13.6% 14.1% 14.6%

EBITDA

Dupuy New Orleans 148 264 (2,204) (955) (487) 217 689 815 946 1,016 1,067

Dupuy Silo - 2,119 1,848 2,187 2,418 2,469 2,513 2,551 2,593 2,621 2,651

Dupuy Houston - - (159) (497) (301) (118) 103 136 150 153 156

Total 148 2,383 (515) 735 1,630 2,569 3,305 3,503 3,688 3,790 3,873

EBITDA Margin

Dupuy New Orleans 1.7% 3.8% NM NM NM 2.7% 7.5% 8.1% 8.7% 8.9% 8.9%

Dupuy Silo NA 57.3% 34.1% 38.2% 41.0% 41.2% 41.2% 41.2% 41.2% 41.2% 41.2%

Dupuy Houston NA NA NM NM NM NM 4.8% 5.5% 5.5% 5.2% 5.0%

Total 1.7% 22.3% NM 6.2% 11.9% 16.3% 19.0% 18.7% 18.6% 18.3% 17.9%

Normalized EBITDA 60.1 2,541.7 (362.2) 885 1,780 2,719 3,455 3,653 3,838 3,940 4,023

% Margin 0.7% 23.8% NM 7.5% 12.9% 17.3% 19.8% 19.5% 19.3% 19.0% 18.6%

Forecast

BAYOU STORAGE & FORWARDING, NEW ORLEANS OPERATION

The New Orleans operation was hit hard by Hurricane Katrina, which flooded 80.0% of the Companys New Orleans warehouse facilities. Customer confidence decreased, and in 2006 and 2007, revenue dropped 20.6%

and 34.7%, respectively. In 2008, business began to return as the Company won back many of its former

customers and added new names to its customer roster, recording $5.4 million in 2008 revenue (17.7% growth).

In 2009, revenue is expected to increase 25.8%, to $6.8 million. Over the forecast period, revenue is expected to

advance at a 12.6% compound annual growth rate (CAGR), to approximately $12.0 million by 2015.

Historical and Forecast Financials New Orleans (000s)

The New Orleans business posted operating losses in 2007 and 2008, largely due to the high degree of operating

leverage involved in the segments operations. Because fixed costs are largely independent of company performance and do not change with revenue, the business operating profitability is impacted particularly adversely by dramatic revenue decreases and affected more favorably by revenue growth than less leveraged

companies. This said, the segment has decreased its operating losses dramatically, from approximately $2.2

million in 2007 to approximately $1.0 million in 2008. Profitability is expected to be restored in 2010, and EBITDA

margin is expected to increase to 8.9% by 2015.

BAYOU SILO, LLC

As detailed in the Normalization Adjustments section, we normalized the Silo revenue to exclude a fixed charge

paid to the Company by Kraft Foods for debt service and interest expense. Under the normalized model, the Silo

business revenue is broken into a fixed tolling fee of approximately $4.9 million (also paid by Kraft) and a storage revenue component. In 2008, the segment posted $5.7 million in revenue (5.7% growth). In 2009, the segment is

expected to grow only 2.9% and is forecast to advance at only a 1.7% CAGR through the forecast period, due to

the limitations that the fixed tolling fee places on revenue growth.

Despite its lower revenue growth potential relative to the other segments, the Silo business labor, warehousing and G&A expenses as a percentage of revenue are considerably lower than those of the New Orleans and

Houston operations. Bayou Silos lighter relative cost structure allowed the segment to tally approximately $2.2 million in 2008 EBITDA (38.2% margin). As the only profitable business unit since 2007, the segment is keeping

the enterprise afloat through its recovery from Hurricane Katrina, offsetting nearly $1.5 million in combined

operating losses from the New Orleans and Houston businesses in 2008.

2004A 2005A 2006A 2007A 2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Revenue

Drayage 841 893 338 492 807 995 1,144 1,259 1,359 1,468 1,542 1,619

Warehousing and Storage 7,436 7,185 6,356 3,698 4,028 5,164 6,254 7,192 7,911 8,544 8,971 9,420

Bulk Operation 457 449 206 270 414 464 520 572 617 667 700 735

Customer Service 304 274 89 104 121 136 156 172 186 201 211 221

Total Revenue 9,037 8,800 6,988 4,564 5,371 6,759 8,074 9,195 10,074 10,880 11,424 11,995

% Growth NA (2.6%) (20.6%) (34.7%) 17.7% 25.8% 19.5% 13.9% 9.6% 8.0% 5.0% 5.0%

Cost of Goods Sold

Labor 1,953 2,134 1,371 1,264 1,490 1,690 1,857 1,903 2,085 2,252 2,365 2,483

Warehouse and Fleet Expenses 1,623 1,424 949 904 996 1,129 1,147 1,195 1,310 1,414 1,485 1,559

Other Direct Expenses 86 177 62 54 105 132 158 180 197 213 223 234

Total Cost of Goods Sold 3,663 3,735 2,382 2,222 2,592 2,951 3,161 3,278 3,592 3,879 4,073 4,277

% Revenue 40.5% 42.4% 34.1% 48.7% 48.2% 43.7% 39.2% 35.7% 35.7% 35.7% 35.7% 35.7%

Gross Profit 5,374 5,065 4,607 2,343 2,780 3,809 4,913 5,916 6,482 7,001 7,351 7,718

% Margin 59.5% 57.6% 65.9% 51.3% 51.8% 56.3% 60.8% 64.3% 64.3% 64.3% 64.3% 64.3%

Operating Expenses

Salaries, Wages and Benefits 2,421 2,108 1,696 1,833 1,675 1,859 1,938 2,207 2,418 2,611 2,742 2,879

Payroll Taxes & Payroll Insurance 400 484 302 270 273 343 410 467 511 552 580 609

General Insurance 380 389 729 702 568 715 854 972 1,066 1,151 1,208 1,269

Other General & Administrative 571 510 426 527 500 554 549 552 604 653 685 720

Fixed: Licenses, Premiums and Rent 1,132 1,425 1,190 1,215 718 825 945 1,030 1,068 1,088 1,120 1,176

Total Operating Expenses 4,904 4,918 4,343 4,547 3,734 4,296 4,695 5,227 5,667 6,055 6,335 6,652

% Revenue 54.3% 55.9% 62.1% 99.6% 69.5% 63.6% 58.2% 56.9% 56.3% 55.7% 55.5% 55.5%

EBITDA 471 148 264 (2,204) (955) (487) 217 689 815 946 1,016 1,067

% Margin 5.2% 1.7% 3.8% NM NM NM 2.7% 7.5% 8.1% 8.7% 8.9% 8.9%

% Growth NA (68.7%) 78.9% (934.8%) NA NA NA 216.8% 18.3% 16.0% 7.4% 5.0%

Historical and Forecast Financials Bayou Silo, LLC (000s)

BAYOU HOUSTON, LLC

Launched in 2007, Bayou Houston, LLC is a product of managements strategic initiative to reduce revenue concentration in New Orleans and expand its operations to other Southeastern ports. The plan is paying off, as

Bayou has captured an estimated 25.0% of the available coffee market in Houston in just two years. In 2008, the

Houston business posted approximately $0.7 million in 2008 revenue, up 925.7% from its inception year. In 2009,

revenue is expected to grow 60.0%, to $1.1 million, and is forecast to increase at a 24.4% CAGR over the forecast

period. These are conservative estimates considering the business ability to establish its presence in Houston so rapidly.

The segment has not yet attained the scale to reach breakeven profitability, and recorded 2007 and 2008

operating losses of approximately $0.2 million and $0.5 million, respectively. As a start-up with a high degree of

operating leverage, the Company must reach a threshold level of revenue in order to cover its relatively high rent

and warehouse expenses, which are largely fixed. Bayou Houston is expected to make this hurdle in 2011 and

increase EBITDA margin to 5.5% during the forecast period. Financial forecasts for the Houston business are

provided below.

2006A 2007A 2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Revenue

Tolling Fees 3,221 4,919 4,892 4,935 4,935 4,935 4,935 4,935 4,935 4,935

Storage and Other Revenue 477 503 839 965 1,062 1,168 1,261 1,362 1,430 1,502

Total Revenue 3,698 5,421 5,731 5,900 5,997 6,103 6,196 6,297 6,365 6,437

% Growth NA 46.6% 5.7% 2.9% 1.6% 1.8% 1.5% 1.6% 1.1% 1.1%

Cost of Goods Sold

Labor 907 1,385 1,037 1,068 1,085 1,104 1,121 1,140 1,152 1,165

Warehouse Expenses 303 251 295 283 276 281 285 290 293 296

Other Direct Expenses 8 9 281 177 180 183 186 189 191 193

Total Cost of Goods Sold 1,218 1,645 1,613 1,528 1,541 1,568 1,592 1,618 1,636 1,654

% Revenue 32.9% 30.3% 28.2% 25.9% 25.7% 25.7% 25.7% 25.7% 25.7% 25.7%

Gross Profit 2,480 3,776 4,118 4,372 4,456 4,535 4,604 4,679 4,730 4,783

% Margin 67.1% 69.7% 71.8% 74.1% 74.3% 74.3% 74.3% 74.3% 74.3% 74.3%

Operating Expenses

Salaries, Wages and Benefits - 646 827 818 831 846 859 873 882 892

Payroll Taxes & Payroll Insurance - 103 148 153 155 158 160 163 165 166

General Insurance 96 355 313 322 327 333 338 344 348 352

Other General & Administrative 201 592 434 447 454 462 469 477 482 487

Fixed: Licenses, Taxes and Rent 64 232 209 215 219 223 226 230 232 235

Total Operating Expenses 361 1,929 1,931 1,955 1,986 2,022 2,053 2,086 2,109 2,132

% Revenue 9.8% 35.6% 33.7% 33.1% 33.1% 33.1% 33.1% 33.1% 33.1% 33.1%

EBITDA 2,119 1,848 2,187 2,418 2,469 2,513 2,551 2,593 2,621 2,651

% Margin 57.3% 34.1% 38.2% 41.0% 41.2% 41.2% 41.2% 41.2% 41.2% 41.2%

% Growth NA (12.8%) 18.4% 10.5% 2.1% 1.8% 1.5% 1.6% 1.1% 1.1%

Historical and Forecast Financials Bayou Houston (000s)

2007A 2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Total Revenue 67 684 1,095 1,642 2,135 2,455 2,701 2,917 3,150

% Growth NA 925.7% 60.0% 50.0% 30.0% 15.0% 10.0% 8.0% 8.0%

Cost of Goods Sold

Labor 7 226 274 378 427 491 540 583 630

Warehouse and Fleet Expenses 40 169 227 301 346 398 438 467 498

Other Direct Expenses 5 1 1 1 2 2 2 2 2

Total Cost of Goods Sold 52 395 501 680 775 891 980 1,052 1,130

% Revenue 78.0% 57.8% 45.8% 41.4% 36.3% 36.3% 36.3% 36.1% 35.9%

Gross Profit 15 289 594 963 1,361 1,565 1,721 1,865 2,020

% Margin 22.0% 42.2% 54.2% 58.6% 63.7% 63.7% 63.7% 63.9% 64.1%

Operating Expenses

Salaries, Wages and Benefits 79 201 230 312 384 442 486 525 567

Payroll Taxes & Payroll Insurance 11 56 77 99 107 123 135 146 158

General Insurance 22 23 38 56 73 84 93 100 108

Other General & Administrative 31 61 74 90 117 135 149 160 173

Fixed: Licenses, Taxes and Rent 31 445 476 523 576 645 709 780 858

Total Operating Expenses 173 786 894 1,081 1,258 1,429 1,572 1,712 1,864

% Margin 259.6% 114.9% 81.7% 65.8% 58.9% 58.2% 58.2% 58.7% 59.2%

EBITDA (159) (497) (301) (118) 103 136 150 153 156

% Margin NM NM NM NM 4.8% 5.5% 5.5% 5.2% 5.0%

% Growth NA NA NA NA NA 31.7% 10.0% 2.4% 1.9%

Consolidated Historical and Forecast Income Statements (000s)

2004A 2005A 2006A 2007A 2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Revenue

Drayage Services 841 893 338 492 807 995 1,144 1,259 1,359 1,468 1,542 1,619

Warehouse/Storage Services 7,436 7,185 6,356 3,698 4,028 5,164 6,254 7,192 7,911 8,544 8,971 9,420

Bulk Operations 457 449 206 270 414 464 520 572 617 667 700 735

Customer Service 304 274 89 104 121 136 156 172 186 201 211 221

Dupuy Silo, LLC - - 3,698 5,421 5,731 5,900 5,997 6,103 6,196 6,297 6,365 6,437

Dupuy Storage Houston, LLC - - - 67 684 1,095 1,642 2,135 2,455 2,701 2,917 3,150

Normalized Revenue 9,037 8,800 10,686 10,052 11,787 13,755 15,714 17,433 18,726 19,878 20,706 21,582

% Growth NA (2.6%) 21.4% (5.9%) 17.3% 16.7% 14.2% 10.9% 7.4% 6.2% 4.2% 4.2%

Total Cost of Goods Sold 3,663 3,735 3,600 3,918 4,600 4,980 5,382 5,621 6,075 6,477 6,761 7,061

% Revenue 40.5% 42.4% 33.7% 39.0% 39.0% 36.2% 34.3% 32.2% 32.4% 32.6% 32.7% 32.7%

Gross Profit 5,374 5,065 7,086 6,134 7,186 8,775 10,332 11,812 12,651 13,401 13,945 14,521

% Margin 59.5% 57.6% 66.3% 61.0% 61.0% 63.8% 65.7% 67.8% 67.6% 67.4% 67.3% 67.3%

Total Operating Expenses 4,904 4,918 4,704 6,648 6,451 7,145 7,763 8,507 9,148 9,713 10,155 10,648

% Revenue 54.3% 55.9% 44.0% 66.1% 54.7% 51.9% 49.4% 48.8% 48.9% 48.9% 49.0% 49.3%

EBITDA 471 148 2,383 (515) 735 1,630 2,569 3,305 3,503 3,688 3,790 3,873

% Margin 5.2% 1.7% 22.3% NM 6.2% 11.9% 16.3% 19.0% 18.7% 18.6% 18.3% 17.9%

% Growth NA (68.7%) 1,514.5% (121.6%) NA 121.6% 57.6% 28.7% 6.0% 5.3% 2.8% 2.2%

Normalized D&A 745 565 567 381 745 773 818 868 921 978 1,037 1,099

EBIT (274) (417) 1,816 (895) (10) 857 1,751 2,437 2,581 2,710 2,753 2,774

% Margin NM NM 17.0% NM NM 6.2% 11.1% 14.0% 13.8% 13.6% 13.3% 12.9%

Normalized Interest Expense (86) (253) (104) (225) (149) (135) (75) (50) (26) (7) - -

Total Other Income/(Expenses) 480 525 (88) 341 432 432 432 432 432 432 432 432

Pretax Income 119 (146) 1,623 (779) 273 1,154 2,108 2,819 2,987 3,135 3,184 3,206

Income Taxes (42) - (568) - (96) (300) (613) (853) (904) (949) (964) (971)

Net Income/(Loss) 77 (146) 1,055 (779) 177 854 1,495 1,965 2,084 2,186 2,221 2,235

% Margin 0.9% NM 9.9% NM 1.5% 6.2% 9.5% 11.3% 11.1% 11.0% 10.7% 10.4%

Normalizations to EBITDA

EBITDA 471 148 2,383 (515) 735 1,630 2,569 3,305 3,503 3,688 3,790 3,873

Add: Non-Market Exec. Salary 485 (88) 159 153 150 150 150 150 150 150 150 150

Rent Adjustments - - - - - - - - - - - -

Normalized EBITDA 956 60 2,542 (362) 885 1,780 2,719 3,455 3,653 3,838 3,940 4,023

% Margin 10.6% 0.7% 23.8% (3.6%) 7.5% 12.9% 17.3% 19.8% 19.5% 19.3% 19.0% 18.6%

% Growth NA (93.7%) 4,131.2% (114.2%) NA 101.0% 52.8% 27.1% 5.7% 5.1% 2.7% 2.1%

Normalized Historical and Forecast Balance Sheets (000s)

2008A 2009E 2010E 2011E 2012E 2013E 2014E 2015E

Assets

Cash 2,039 1,612 2,969 4,904 7,036 9,467 12,225 15,036

Accounts Receivable 737 860 982 1,089 1,170 1,242 1,294 1,349

Inventory 291 315 340 355 384 409 427 446

Loans and Notes Receivable 110 128 147 163 175 185 193 201

Prepaid Expenses 623 727 831 921 990 1,051 1,095 1,141

Total Current Assets 3,799 3,641 5,268 7,433 9,755 12,354 15,234 18,173

Total Investments 1,156 1,156 1,156 1,156 1,156 1,156 1,156 1,156

Normalized Net PP&E 5,411 4,913 4,409 3,890 3,344 2,763 2,140 1,473

Normalized Other Assets 793 793 793 793 793 793 793 793

Total Assets 11,160 10,504 11,627 13,273 15,048 17,067 19,323 21,596

Liabilities and Equity

Accounts Payable 341 369 399 416 450 480 501 523

Salaries Payable 31 36 41 46 49 52 55 57

Accrued Expenses 171 200 228 253 272 288 300 313

Bank Notes Payable 100 100 100 100 100 100 100 100

Total Current Liabilities 643 705 768 815 871 920 956 993

Normalized Long Term Debt 3,247 1,541 1,031 614 223 - - -

Other Liabilities 2,295 2,295 2,295 2,295 2,295 2,295 2,295 2,295

Normalized Total Liabilities 6,185 4,541 4,094 3,724 3,390 3,216 3,251 3,288

Normalized Equity 4,974 5,963 7,533 9,549 11,658 13,851 16,072 18,307

Total Liabilities & Equity 11,160 10,504 11,627 13,273 15,048 17,067 19,323 21,596

* 214.6 shares at June 30 2007 and 2008

2009E 2010E 2011E 2012E 2013E 2014E 2015E

Operating Activities

Net Income 854 1,495 1,965 2,084 2,186 2,221 2,235

Depreciation & Amortization 773 818 868 921 978 1,037 1,099

Changes in Working Capital

Accounts Receivable (123) (122) (107) (81) (72) (52) (55)

Inventory (24) (25) (15) (29) (25) (18) (19)

Loans and Notes Receivable (18) (18) (16) (12) (11) (8) (8)

Prepaid Expenses (104) (104) (91) (68) (61) (44) (46)

Accounts Payable 28 30 18 34 30 21 22

Salaries Payable 5 5 5 3 3 2 2

Accrued Expenses 29 28 25 19 17 12 13

Net Change in Working Capital (208) (206) (182) (134) (120) (86) (91)

Cash from Operating Activities 1,419 2,107 2,651 2,871 3,045 3,172 3,243

Investing Activities

Capital Expenditures (275) (314) (349) (375) (398) (414) (432)

Free Cash to Equity 1,144 1,792 2,302 2,496 2,647 2,758 2,811

Financing Activities

Mandatory Debt Repayments (1,706) (510) (417) (390) (223) - -

Payments on Notes Payable - - - - - - -

Beginning Cash Balance 2,039 1,477 2,759 4,644 6,750 9,174 11,932

Cash Available for Optional Repayments 1,477 2,759 4,644 6,750 9,174 11,932 14,743

Cash From Financing Activities (1,706) (510) (417) (390) (223) - -

Beginning Cash Balance 2,039 1,477 2,759 4,644 6,750 9,174 11,932

Net Change in Cash (562) 1,282 1,885 2,106 2,424 2,758 2,811

Ending Cash Balance 1,477 2,759 4,644 6,750 9,174 11,932 14,743

Forecast Statements of Cash Flows (000s)

Summary of Valuation

Results under Various Approaches (000s)

V. VALUATION

OVERVIEW OF RESULTS

Our analysis of Bayou Storage and Forwarding, LLC is driven by three valuation approaches. We applied net

asset value, precedent transactions and discounted cash flow analyses in our valuation of the Company. The

results under each of these techniques are discussed in turn in this section.

Our determination of fair market value involves subjective selection of the appropriate value from the indications

given in the below table. Based on the three companies differences in financial position, operations and risk profiles, we believe that the appropriate measure of value for Bayou Storage & Forwarding, LLC is sum-of-the-

parts analysis, which values the Companys operating entities separately and under different valuation techniques.

Under this model, the New Orleans and Houston businesses are valued using the net asset value (NAV)

approach, while the Silo operation is valued using discounted cash flow analysis. This approach yields a

controlling equity value of $15,509,000 and an equity value of $8,952,000 on a noncontrolling, nonmarketable

basis.

NET ASSET VALUE (NAV) METHOD

Under the net asset value (NAV) method, the companys assets are adjusted to appraised fair market values to

determine the value of a companys equity. The NAV method assumes that a companys value is realized as a

going concern in an asset sale transaction. This valuation technique is typically used under the following

circumstances:

The subject company has significant tangible assets on its balance sheet.

The balance sheet fully reflects all of the subject companys tangible assets.

Labor contributes little value to the subject companys products or services.

The companys intangible assets are negligible.

Based on these criteria, Bayou is a fair qualitative match for the NAV approach. The key limitation in applying this

technique to the enterprise is that it does not consider the value related to the future earnings of the Silo business.

In order to accurately assess the Companys net asset value, we normalized the historical and forecast balance

sheets to remove the debt and associated assets related to its agreement with Kraft Foods. Our results are

summarized below.

Enterprise Equity

Net Asset Value 11,132 9,924

2009E EBITDA Multiple 6.8x 6.1x

Precedent Transactions Analysis 14,026 12,817


Consolidated DCF Analysis 10,664 9,456


Sum-of-the Parts Analysis 16,717 15,509


Net Asset Value Results (000s)

Under the NAV approach, equity value is $9,924,000. Because this method does not consider the future cash

flows related to the Jacksonville Silo business, we do not believe that it provides a complete indication of equity

value.

PRECEDENT TRANSACTIONS ANALYSIS

As part of our analysis, we reviewed several large industry databases, including Capital IQ, Pratts Stats,

BIZCOMPS and Done Deals, for acquisitions of comparable companies within the storage and warehousing

market. We developed value indications from the EBITDA multiples at which the companies were sold. Analyzing

22 transactions that have been announced and/or closed since 2003 in SIC industry code 422 (warehousing and

storage) and in several GICS codes relating to commodities storage, we identified five deals that provided

meaningful indications of value. Cancelled transactions were not included in the analysis. Our results are

summarized below.

Precedent Transactions Analysis Summary (000s)

Implied Enterprise Value Based on: Low Mean Median High

## 2.1x 4.2x 3.6x 7.9x

2009E EBITDA 3,684 7,520 6,479 14,026

Transaction Multiples

A listing of the meaningful transactions that we analyzed and associated transaction multiples are provided below.

Open Close

Normalized Normalized

6/30/2008 Debits Credits 6/30/2008

Assets

Current assets 3,799 3,799

Investments 1,156 1,156

Property, plant and equipment 17,080 (3,419) 13,661

Accumulated depreciation (11,669) 11,669 0

Other assets 793 793

Total assets 11,160 19,409

Liabilities & Stockholders' Equity

Current liabilities 643 643

Long term liabilities 5,542 5,542

Estimated taxes on value in excess of basis - 3,300 3,300

Stockholders' equity 4,974 4,950 9,924

Total liabilities & stockholders' equity 11,160 19,409

Value indicated by the NAV method 9,924

Adjustments

The analysis resulted in a mean EBITDA multiple of 4.2x. Based on seller descriptions, though, we believe that

the company selling for the high multiple of 7.9x is most comparable to Bayou. Prior to its sale, the company

operated grain elevators and other commodity storage facilities. Bayou and this company are similar in their

specialized infrastructure and high degree of capital intensity. Applying this 7.9x multiple to 2009E EBITDA yields

an implied enterprise value of $14,026,000 and a controlling equity value of $12,817,000. However, we do not

consider this value meaningful to our analysis due to the lack of available transaction data on other commodities

storage companies.

DISCOUNTED CASH FLOW ANALYSIS

The premise for the discounted cash flow method is the basic valuation principle that an investment in a business

is worth the present value of all the future benefits it will produce for its owners, with each expected future benefit

discounted back to present value at a discount rate that reflects the risk that those benefits may not be realized.

The application of this method requires a determination of the present value of an expected future stream of cash

flow that asset generates for that owner. This is accomplished by discounting those expected cash flows at the

owners required rate of return.

In general, valuation of a going concern focuses on the future earnings capacity of a companys operations. In this

regard, free cash flow, the cash available to all claimants after capital expenditures, working capital investments

and cash taxes, is used in our analysis because it reflects the performance of a companys core operations. Other

income streams, such as net income, can reflect factors unrelated to a companys operating activities and provide

misleading indications of a companys ability to deliver consistent returns to its owners. The fair market value of an

enterprise is calculated under the discounted cash flow method as the present value of an explicitly forecast

stream of free cash flow plus the present value of a terminal value, which represents the value of a companys

cash flow beyond the explicit forecast period.

Summary of Meaningful Transactions

Enterprise

Closed Target Business Description Value ($000s) Revenue EBITDA

07/31/2007 Storage provider. 2,986 0.4x 3.6x

06/30/2007 Commodities storage company with 15 grain elevator facilities, 13 high-

throughput facilities, and nine stand-alone crop input locations.

284,680 - 7.9x

06/30/2006 Storage provider. 200 - 3.7x

02/13/2006 Storage provider. 431 2.4x 5.3x

04/30/2003 Storage provider. 645 0.8x 2.1x

Low 0.4x 2.1x

Mean 1.1x 4.2x

Median 0.8x 3.6x

High 2.4x 7.9x

Enterprise Value/

Present Value of Free Cash Flow

Over Explicit Forecast Period

Present Value of

Terminal Value

Estimated Fair Market

Value of Enterprise+ =

The discounted cash flow results for Bayou Storage and Forwarding, LLC are summarized below.

Summary of Consolidated DCF Results (000s)

Perpetuity Exit Multiple

Present Value of Forecast Free Cash Flow 6,527 6,527

Terminal Value 14,455 14,082

Present Value of Terminal Value 4,137 4,030

Total Enterprise Value 10,664 10,557

Less: Debt (3,247) (3,247)

Plus: Cash 2,039 2,039

Equity Value on Controlling Basis 9,456 9,349

We applied discounted cash flow analysis to Bayous consolidated financial forecasts. Our analysis indicates an enterprise value of $10,664,000 and a controlling equity value of $9,456,000 using a perpetuity growth terminal

value. This analysis assumes a 23.2% weighted average cost of capital and a 5.0% terminal growth rate. Using

a terminal value based on a 3.5x representative exit multiple, enterprise value is $10,557,000 and controlling

equity value is $9,349,000.

We believe that the stand-alone DCF analysis in the case of Bayou is limited by the operating losses projected

for the New Orleans and Houston operations, and that this technique applies more to Bayou Silo than to these

businesses.

Discount Rate Derivation

An important assumption in discounted cash flow analysis is the discount rate. A discount rate is the rate of

return that a potential investor would require to make an investment, given the nature and risk of the underlying

investment.

Weighted Average Cost of Capital. A weighted average cost of capital (WACC) is applied in discounted cash

flow valuations based on free cash flow, and represents the average required rate of return for both debt and

equity investors. It is based on the idea that, since a company is financed with both equity and debt, the

required return on an investment should consider the risks associated with both forms of capital. The WACC is

calculated as the weighted average of the cost of equity and the after-tax cost of debt, with the respective

proportions of total capitalization comprised by equity and debt serving as weights. After-tax cost of debt is the

interest rate on the debt less the effect of taxes. Cost of equity is derived and discussed in detail on the

following page. Bayous WACC calculation is provided below.

Weighted Average Cost of Capital Calculation

2009E 2010E 2011E 2012E 2013E 2014E 2015E

Capital Structure

Unsecured Promissory Note 457 333 208 84 - - -

Term Loan 936 671 405 140 - - -

Equity 5,828 7,323 9,289 11,372 13,559 15,780 18,015

Normalized Capitalization 7,222 8,327 9,902 11,596 13,559 15,780 18,015

Proportions

Unsecured Promissory Note 6.3% 4.0% 2.1% 0.7% - - -

Term Loan 13.0% 8.1% 4.1% 1.2% - - -

Equity 80.7% 87.9% 93.8% 98.1% 100.0% 100.0% 100.0%

Cost of Capital

Unsecured Promissory Note 3.3% 3.3% 3.3% 3.3% 3.3% 3.3% 3.3%

Term Loan 4.5% 4.5% 4.5% 4.5% 4.5% 4.5% 4.5%

Equity 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4%

Annual WACC 20.5% 21.9% 23.1% 24.0% 24.4% 24.4% 24.4%

Average WACC (2009-2015) 23.3%

As the above table indicates, Bayous WACC varies over time. While cost of equity is assumed constant throughout the forecast period, its declining debt balances make WACC increasingly reflective of the cost of equity

as the forecast period advances. We discounted the free cash flow for each forecast year by the weighted

average cost of capital for each year.

Cost of Equity. We have applied the build-up method to arrive at our cost of equity. This approach starts with the risk-free treasury bond yield and systematically adds risk premia which quantify the risk factors associated with

equity investments in general, ultimately ending with those specific to the entity being valued. These factors

include the risks associated with the following:

The industry and nature of products Leverage / Equity Management depth The local economy

Location and facilities Competition Potential to trade on a public exchange Earnings stability

We considered each of these factors carefully in our cost of equity determination. As indicated, Bayous cost of equity consists of the risk free rate plus premia related equity size and specific company risk factors. Bayous cost of equity buildup is provided below.

Cost of Equity Build-Up

Risk-Free Rate 3.6%

Equity Risk Premium 7.1%

Risk Premium for Size 9.7%

Industry and Company-Specific Risk 4.0%

Estimated Cost of Equity 24.4%

Risk Free Rate. The risk-free rate is the rate available on instruments considered to have virtually no default

risk, such as US Treasury obligations. The risk free rate is formally considered specifically to be the rate on the

30-day US Treasury Bill, but most analysts prefer to use a 20-year yield to maturity since published equity risk

premium data is related to a 20-year US Treasury coupon bond. The corresponding rate for the 20-year US

Treasury bond, maturing June 2029, is 3.6%, as reported by the US Treasury.

Equity and Size Risk Premium. The equity and size risk premium represents additional return that investors

expect to earn in excess of the risk free rate in order to compensate for the additional risk, or degree of

uncertainty, that expected future equity returns will not be realized. Ibbotson Associates publishes the most

commonly cited sources of equity risk premium data. In our analysis, we used Ibbotsons Stocks, Bonds, Bills & Inflation (SBBI) Yearbook, which contains a history of capital markets returns. In general, the long-term equity

risk premium is the arithmetic mean total return for the S&P 500 Index less the average 20-year treasury bond

return.

Consolidated DCF Analysis (000s)

DCF Analysis (Consolidated)

Perpetuity Growth Method Sensitivity Tables

Free Cash Flow Forecast 2009E 2010E 2011E 2012E 2013E 2014E 2015E

2009 2010 2011 2012 2013 2014 2015

Total Revenue 13,755 15,714 17,433 18,726 19,878 20,706 21,582 10,664 3.0% 4.0% 5.0% 6.0% 7.0%

% Growth 16.7% 14.2% 10.9% 7.4% 6.2% 4.2% 4.2% 21.2% 11,004 11,310 11,655 12,045 12,489

Discount 22.2% 10,566 10,830 11,124 11,455 11,829

EBITDA 1,780 2,719 3,455 3,653 3,838 3,940 4,023 Rate 23.2% 10,183 10,411 10,664 10,946 11,264

% Margin 12.9% 17.3% 19.8% 19.5% 19.3% 19.0% 18.6% 24.2% 9,846 10,044 10,263 10,506 10,777

% Growth 121.6% 57.6% 28.7% 6.0% 5.3% 2.8% 2.2% 25.2% 9,547 9,720 9,911 10,121 10,354

Free Cash Flow Calculation

EBITDA 1,780 2,719 3,455 3,653 3,838 3,940 4,023 10,664 3.0% 4.0% 5.0% 6.0% 7.0%

Capital Expenditures (275) (314) (349) (375) (398) (414) (432) 14.6% 8,714 8,863 9,029 9,214 9,422

Changes in Working Capital (208) (206) (182) (134) (120) (86) (91) EBITDA 16.6% 9,448 9,637 9,846 10,080 10,343

Cash Taxes on EBIT (326) (639) (879) (930) (975) (990) (997) Margin 18.6% 10,183 10,411 10,664 10,946 11,264

Free Cash Flow 971 1,559 2,045 2,214 2,347 2,450 2,504 20.6% 10,918 11,185 11,482 11,813 12,185

% Margin 7.1% 9.9% 11.7% 11.8% 11.8% 11.8% 11.6% 22.6% 11,653 11,959 12,299 12,679 13,106

% EBITDA 54.6% 57.4% 59.2% 60.6% 61.1% 62.2% 62.2%

Discount Rate 20.2% 21.8% 23.1% 24.0% 24.4% 24.4% 24.4% Exit Multiple Method Sensitivity Tables

Periods (Mid-Year Convention) 0.5 1.5 2.5 3.5 4.5 5.5 6.5

NPV of Each Year 886 1,160 1,217 1,043 878 737 606

10,557 1.5x 2.5x 3.5x 4.5x 5.5x

21.2% 8,433 9,703 10,973 12,243 13,513

Valuation Discount 22.2% 8,341 9,550 10,759 11,968 13,177

Rate 23.2% 8,254 9,406 10,557 11,708 12,860

4.0% 5.0% 6.0% 2.5x 3.5x 4.5x 24.2% 8,173 9,269 10,366 11,463 12,560

25.2% 8,095 9,141 10,186 11,231 12,277

Present Value of FCF 6,527 6,527 6,527 6,527 6,527 6,527

Terminal Value 13,571 14,455 15,442 10,058 14,082 18,105 10,557 1.5x 2.5x 3.5x 4.5x 5.5x

Present Value of Terminal Value 3,884 4,137 4,419 2,878 4,030 5,181 14.6% 7,675 8,579 9,484 10,388 11,292

EBITDA 16.6% 7,965 8,992 10,020 11,048 12,076

Total Enterprise Value 10,411 10,664 10,946 9,406 10,557 11,708 Margin 18.6% 8,254 9,406 10,557 11,708 12,860

% Forecast FCF 62.7% 61.2% 59.6% 69.4% 61.8% 55.7% 20.6% 8,544 9,819 11,094 12,369 13,644

% Terminal Value 37.3% 38.8% 40.4% 30.6% 38.2% 44.3% 22.6% 8,834 10,232 11,631 13,029 14,428

Implied Multiples

2008 EBITDA 14.2x 14.5x 14.9x 12.8x 14.4x 15.9x

2009E EBITDA 5.8x 6.0x 6.1x 5.3x 5.9x 6.6x

2008 EBIT NM NM NM NM NM NM

2009E EBIT 11.2x 11.5x 11.8x 10.1x 11.3x 12.6x

2008 Revenue 0.9x 0.9x 0.9x 0.8x 0.9x 1.0x

2009E Revenue 0.8x 0.8x 0.8x 0.7x 0.8x 0.9x

Reconciliation to Equity Value

Total Enterprise Value 10,411 10,664 10,946 9,406 10,557 11,708

Less: Debt (3,247) (3,247) (3,247) (3,247) (3,247) (3,247)

Plus: Cash 2,039 2,039 2,039 2,039 2,039 2,039

Total Equity Value 9,203 9,456 9,738 8,197 9,349 10,500

Exit Multiple

Forecast

Perpetuity Growth Method Exit Multiple Method

Terminal Growth

Terminal Growth

Exit Multiple

SUM-OF-THE PARTS ANALYSIS

Valuation techniques each have their own limitations and are applicable under different conditions. Sum-of-the-

parts analysis is often applied in the valuation of businesses composed of several distinct segments. It provides a

way to apply the most relevant valuation technique to each individual business unit to arrive and calculate

enterprise value as the sum of these parts. In the case of Bayou, we believe that sum-of-the-parts analysis is

appropriate because neither the consolidated net asset value nor the consolidated DCF approaches provide an

accurate indication of fair market value on a stand-alone basis. This follows because neither technique applies to

all three business units.

Bayous businesses operate in different geographic markets, each subject to their own set of risks. More importantly, their financial conditions are completely different. The New Orleans and Houston segments are

expected to operate at a loss into the forecast period, making the DCF technique less applicable the these

businesses. The value of these segments lies more in the assets in place than in their future earnings potential,

making the NAV approach applicable. By contrast, the Silos inherent profitability places its value in its future earnings, making the DCF approach the most appropriate valuation technique for this segment. Accordingly, we

valued the New Orleans and Houston businesses using the NAV method and the Silo operations using the DCF

technique. We arrived at a controlling equity value of $15,509,000 under our sum-of-the-parts analysis. We

believe that this is the most accurate representation of value identified in our analysis and have based our final

conclusions on this value. Our results are detailed below.

Sum-of-the-Parts Analysis Results (000s)

Dupuy Silo - DCF Valuation Dupuy New Orleans and Houston - Net Asset Value

2009E 2010E 2011E 2012E 2013E 2014E 2015E Open Close

2009 2010 2011 2012 2013 2014 2015 Normalized Normalized

Total Revenue 5,900 5,997 6,103 6,196 6,297 6,365 6,437 6/30/2008 Credits Debits 6/30/2008

% Growth 2.9% 1.6% 1.8% 1.5% 1.6% 1.1% 1.1%

Assets

EBITDA 2,418 2,469 2,513 2,551 2,593 2,621 2,651 Current Assets 3,799 3,799

% Margin 41.0% 41.2% 41.2% 41.2% 41.2% 41.2% 41.2% Investments 1,156 1,156

% Growth 10.5% 2.1% 1.8% 1.5% 1.6% 1.1% 1.1% PP&E 17,080 (3,419) 13,661

Acc. Depreciation (11,669) 11,669 -

FCF Calculation Other assets 793 793

EBITDA 2,418 2,469 2,513 2,551 2,593 2,621 2,651

Maintenance CAPEX (118) (120) (122) (124) (126) (127) (129) Total Assets 11,160 19,409

Changes in Working Capital (89) (79) (64) (44) (38) (26) (27)

Cash Taxes on EBIT (846) (864) (880) (893) (908) (917) (928) Liabilities & Equity - -

Free Cash Flow 1,365 1,406 1,448 1,490 1,522 1,550 1,567 Current Liabilities 643 643

% Margin 23.1% 23.5% 23.7% 24.0% 24.2% 24.4% 24.3% Long term Liabilities 5,542 5,542

% EBITDA 56.4% 57.0% 57.6% 58.4% 58.7% 59.1% 59.1% Estimated Taxes - 3,300 3,300

Stockholders' Equity 4,974 4,950 9,924

Discount Rate 32.0% 32.0% 32.0% 32.0% 32.0% 32.0% 32.0%

Periods 0.5 1.5 2.5 3.5 4.5 5.5 6.5 Total Liabilities & Equity 11,160 19,409

NPV of Each Year 1,188 927 723 564 436 337 258

Implied Equity Value 9,924

Valuation

Discount Rate 32.0%

Terminal Growth 5.0% Present Value of Forecast Free Cash Flow 4,433

Terminal Value 6,094

Present Value of Terminal Value 1,152

Enterprise Value 5,585

Less: Net Debt -

Total Equity Value 5,585

Total Equity Value

Dupuy New Orleans and Houston - NAV 9,924

Dupuy Silo - DCF 5,585

Total Equity Value (Controlling Value) 15,509

Adjustments

SECONDARY ADJUSTMENTS

Secondary adjustments are those increases and/or decreases to an entitys value that may be necessary to reflect ownership and marketability characteristics. The two most relevant ownership characteristics that impact

value are the degree of control inherent in the interest and the degree of marketability of the interest.

Minority Discount. A minority discount is a reduction in the control value of the subject company to reflect the

fact that a minority stockholder cannot control the daily activities or policy decisions of an enterprise. A minority

discount is the opposite of a premium for control. This type of discount is used to obtain the value of a non-

controlling interest in the subject being valued when a control value is its reference. The discounted net cash

flow method can be used to determine either a control value or a minority interest value depending on whether

or not the expected benefit streams have been adjusted for control prerogatives.

We believe that a 17.5% discount for lack of control is appropriate in the valuation of Bayou Storage &

Forwarding, LLC.

Control Premium. A control premium is the amount paid over and above the enterprise value of a company to

reflect the percentages available to control ownership such as the ability to sell and acquire assets, enter into

contracts and set compensation, etc. Because we are valuing a minority interest, a control premium does not

apply.

Discount for Lack of Marketability. A discount for lack of marketability is used to compensate for the difficulty

of selling shares of stock that are not traded on a stock exchange, compared with those that are publicly traded.

A discount for lack of marketability may also be appropriate when the shares have either legal or contractual

restrictions placed upon them (for example, restricted stocks, buy sell agreements, and bank loan restrictions).

A number of studies during the past 25 years have attempted to determine average levels of discounts for lack

of marketability. These studies fall into one of two basic categories depending on the type of market transaction

data on which they are based:

Restricted Stock Studies. Restricted stocks are identical in all respects to the freely traded stocks of public companies except that they are restricted from trading on the open market for a certain time period.

Marketability is the only difference between a restricted stock and its freely traded counterpart. The studies

have therefore attempted to find differences in the prices at which restricted stock transactions take place

compared with open market transactions in the same stock on the same date.

Studies of Transactions in Closely Held Stocks Prior to IPO. It is recognized that restricted stocks are only restricted from public trading for a limited period of time. Following that, they will be eligible to trade in a

public market that is already established. It is logical, then, to expect that the discount for lack of

marketability for truly closely held stocks, for which no public market has been established (and may never

be), would be greater than discounts for lack of marketability for restricted stocks that in the foreseeable

future would be eligible for trading in an established public market.

The various studies discussed above appear to suggest that the marketability discount for closely held stock

compared with a publicly traded counterpart should average between 30.0% and 50.0%. The level of discount

that should be applied to a specific investment, however, must be adjusted for various factors specific to the

company being appraised. The following is a discussion of other factors that, in our opinion, affect the

marketability of the interest being valued:

The existence of potential hypothetical buyers: there is a limited pool of potential buyers for a minority non-voting ownership interest in the Company. This increases the discount for lack of marketability.

The potential for receiving future dividend payments: The Company has historically retained its earnings rather than paying dividends, which increases the lack of marketability discount..

The size of the block of equity being valued: the stock being valued represents 33.3% of the total shares outstanding. This increases the lack of marketability discount.

The prospect for a public offering: The Company's owners and management have no plans or desires to have the Company go public. This increases a potential owner's holding period for the stock and therefore

increases the discount for lack of marketability.

Based upon the factors discussed above, it is our opinion that a 30.0% discount for lack or marketability is

appropriate.

CONCLUSION

It is our opinion that the equity value of Bayou Storage & Forwarding, LLC on a noncontrolling basis is

$8,952,000 as of December 31, 2008, implying a value of $2,984,000 for a 33.3% share of the Company.

LIMITING CONDITIONS

1. The conclusion of value is valid only for the stated purpose as of the valuation date indicated. We take no

responsibility for changes in market conditions and assume no obligation to revise our conclusion of value to

reflect events or conditions which occur subsequent to the valuation date.

2. Our report and conclusion of value is restricted to the internal use of the management of the Company and

shall not be used to obtain credit or for any other purpose or by any other party for any purpose. Neither our

work product nor any portions thereof, including any conclusions or the identity of our firm, any individuals

signing or associated with this report, or the professional associations or organizations with which they are

affiliated, shall be disseminated to third parties other than the Company, its financial accounting firm and

attorneys, and governmental agencies by any means without our prior written consent and approval.

3. No change of any item in this valuation report shall be made by anyone other than the firm performing the

valuation and we shall have no responsibility for any such unauthorized change.

4. Users of this business valuation report should be aware that business valuations are based on assumptions

regarding future earnings potential, and/or certain asset values, that may or may not materialize. Therefore,

the actual results achieved in the future will vary from the assumptions utilized in this valuation, and the

variations may be material.

5. Public, industry, statistical, and other information furnished by others, upon which all or portions of this

analysis is based, is believed to be reliable. However, we make no representation as to the accuracy or

completeness of such information and have performed no procedures to corroborate the information.

6. Our report is based on historical and/or prospective financial information provided to us by management and

other third parties. The Company and its representatives warranted to us that the information they supplied

was complete and accurate to the best of their knowledge and that the financial statement information

reflects the companys results of operations and financial and business condition in accordance with generally accepted accounting principles, unless otherwise noted. The financial statements and other

related information supplied by management has been accepted as correct without further verification. Had

we audited or reviewed

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